þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended March 31, 2007 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 98-0420726 | |
(State or Other Jurisdiction
of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
|
1601 West LBJ Freeway,
Dallas, TX
(Address of Principal Executive Offices) |
75234-6034
(Zip Code) |
Page | ||||||||
Explanatory Note | 1 | |||||||
Part I Financial
Information
|
||||||||
Item 1.
|
Financial Statements | |||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
Managements Discussion and Analysis of Financial Condition and Results of Operations | 38 | |||||||
Quantitative and Qualitative Disclosures about Market Risk | 53 | |||||||
Controls and Procedures | 53 | |||||||
Legal Proceedings | 54 | |||||||
Risk Factors | 54 | |||||||
Unregistered Sales of Equity Securities and Use of Proceeds | 54 | |||||||
Defaults Upon Senior Securities | 54 | |||||||
Submission of Matters to a Vote of Security Holders | 55 | |||||||
Other Information | 55 | |||||||
Exhibits | 55 | |||||||
57 | ||||||||
58 | ||||||||
EX-10.1: SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT | ||||||||
EX-10.2: FIRST AMENDMENT TO PURCHASE AGREEMENT | ||||||||
EX-31.1: CERTIFICATION | ||||||||
EX-31.2: CERTIFICATION | ||||||||
EX-32.1: CERTIFICATION | ||||||||
EX-32.2: CERTIFICATION |
1
40
Three Months Ended
March 31,
March 31,
2007
2006
(In $ millions, except for
share and per share data)
1,631
1,498
(1,240
)
(1,160
)
391
338
(116
)
(138
)
(18
)
(14
)
(17
)
(17
)
(1
)
1
(1
)
239
169
18
18
(72
)
(71
)
14
8
5
6
204
130
(60
)
(34
)
144
96
10
32
31
16
(11
)
57
21
201
117
(2
)
(3
)
199
114
0.89
0.59
0.36
0.13
1.25
0.72
0.83
0.57
0.32
0.11
1.15
0.68
159,284,888
158,562,161
174,442,332
171,487,669
2
Table of Contents
3
Table of Contents
Accumulated
Series A
Other
Preferred Stock
Common Stock
Additional
Comprehensive
Total
Number of
Number of
Paid-In
Retained
Income (Loss),
Shareholders
Shares
Amount
Shares
Amount
Capital
Earnings
Net
Equity
(In $ millions, except share amounts)
9,600,000
158,562,161
337
24
(126
)
235
106,505
2
2
406
406
13
13
2
2
269
269
5
5
289
289
695
(132
)
(132
)
3
3
(26
)
(26
)
(10
)
(10
)
20
20
9,600,000
158,668,666
362
394
31
787
1,178,861
23
23
7,400
201
201
1
1
(3
)
(3
)
(45
)
(45
)
7
7
(40
)
(40
)
161
1
1
(6
)
(6
)
(2
)
(2
)
2
2
13
13
9,600,000
159,854,927
388
600
(9
)
979
4
Table of Contents
Three Months
Three Months
Ended
Ended
March 31, 2007
March 31, 2006
(In $ millions)
201
117
2
(14
)
81
78
(34
)
10
(30
)
14
2
(74
)
(2
)
34
(54
)
17
(3
)
24
(10
)
(95
)
(87
)
(128
)
(38
)
12
(1
)
(49
)
(43
)
(269
)
578
32
27
(1
)
(29
)
46
(42
)
(14
)
(12
)
(5
)
325
(106
)
(40
)
32
11
7
(1
)
(5
)
19
(8
)
(9
)
2
(17
)
25
4
4
324
(78
)
791
390
1,115
312
5
Table of Contents
1.
Description
of the Company and Basis of Presentation
6
Table of Contents
2.
Domination
Agreement and Organizational Restructuring
7
Table of Contents
3.
Recent
Accounting Pronouncements
4.
Acquisitions,
Ventures and Divestitures
8
Table of Contents
9
Table of Contents
10
Table of Contents
Three Months Ended
March 31,
March 31,
2007
(1)
2006
(In $ millions)
119
163
(103
)
(133
)
16
30
10
32
31
(3
)
(11
)
19
(2)
57
21
(1)
The three months ended March 31, 2007 includes only two
months of operations for the oxo products and derivatives
businesses as these businesses were sold on February 28,
2007.
(2)
Income tax benefit on gain from disposal of discontinued
operations of $19 million is comprised of $30 million tax
expense related to the divestiture of facilities in the U.S.,
offset by $49 million tax benefit on the divestiture of
facilities and investments in Germany.
(1)
Includes the Companys 50% investment in EOXO and the 50%
interest in EOXO purchased from Degussa in February 2007 (See
Note 4).
11
Table of Contents
5.
Receivables,
net
As of
As of
March 31,
December 31,
2007
2006
(In $ millions)
924
1,017
(14
)
(16
)
910
1,001
88
85
422
390
1,420
1,476
6.
Inventories
As of
As of
March 31,
December 31,
2007
2006
(In $ millions)
425
500
24
33
135
120
584
653
12
Table of Contents
7.
Goodwill
and Intangible Assets
Chemical
Acetate
Performance
Products
Products
Ticona
Products
Other
Total
(In $ millions)
368
156
256
84
11
875
(5
)
(12
)
(9
)
1
(25
)
57
57
(42
)
(42
)
(23
)
(5
)
15
11
(2
)
3
2
1
6
301
196
264
97
11
869
(1)
The adjustments recorded during the three months ended
March 31, 2007 consist primarily of additional goodwill
recorded related to the purchase of the remaining outstanding
CAG shares during the Squeeze-Out of $5 million offset by
reversals of certain pre-acquisition tax valuation allowances of
$30 million.
(2)
See Note 15 for additional discussion of FIN 48.
As of
As of
March 31,
December 31,
2007
2006
(In $ millions)
82
79
523
523
13
13
12
12
630
627
(179
)
(164
)
451
463
13
Table of Contents
8.
Debt
As of
As of
March 31,
December 31,
2007
2006
(In $ millions)
41
127
143
182
184
309
1,626
1,622
799
799
173
171
347
339
83
81
14
14
191
191
32
30
81
69
3,346
3,316
41
127
3,305
3,189
14
Table of Contents
15
Table of Contents
9.
Other
Current Liabilities and Other Liabilities
As of
As of
March 31,
December 31,
2007
2006
(In $ millions)
131
198
27
26
32
34
66
68
151
148
309
313
716
787
As of
As of
March 31,
December 31,
2007
2006
(In $ millions)
96
88
85
86
191
313
269
685
443
(1)
At December 31, 2006, the liability was primarily recorded
as a component of Income taxes payable.
(2)
The increase is primarily attributed to $49 million of
deferred transaction proceeds from the sale of the oxo products
and derivatives businesses to Advent International (see
Note 4). The proceeds are deferred due to certain
lease-back arrangements between the Company and the buyer and
related environmental obligations of the Company.
10.
Benefit
Obligations
Pension Benefits
Postretirement Benefits
Three Months Ended
Three Months Ended
March 31,
March 31,
March 31,
March 31,
2007
2006
2007
2006
(In $ millions)
9
10
1
44
46
5
5
(50
)
(51
)
3
5
5
6
16
Table of Contents
11.
Shareholders
Equity
Preferred
Series A
Stock
Common Stock
(Number of shares)
9,600,000
158,668,666
1,178,861
7,400
9,600,000
159,854,927
17
Table of Contents
12.
Commitments
and Contingencies
18
Table of Contents
19
Table of Contents
The Company agreed to indemnify Hoechst for environmental
liabilities associated with contamination arising under 19
divestiture agreements entered into by Hoechst prior to the
demerger.
The Company will indemnify Hoechst against those liabilities up
to 250 million;
Hoechst will bear those liabilities exceeding
250 million, however the Company will reimburse
Hoechst for one-third of those liabilities for amounts that
exceed 750 million in the aggregate.
20
Table of Contents
The Company is secondarily liable under a lease agreement
pursuant to which the Company has assigned a direct obligation
to a third party. The lease assumed by the third party expires
on April 30, 2012. The lease liability for the period from
April 1, 2007 to April 30, 2012 is estimated to be
approximately $40 million.
The Company has agreed to indemnify various insurance carriers,
for amounts not in excess of the settlements received, from
claims made against these carriers subsequent to the settlement.
The aggregate amount of guarantees under these settlements is
approximately $10 million, which is unlimited in term.
21
Table of Contents
13.
Other
(Charges) Gains, Net
Three Months Ended
March 31,
March 31,
2007
2006
(In $ millions)
(2
)
2
1
(1
)
(1
)
(1
)
Employee
Termination
Plant/Office
Benefits
Closures
Total
(In $ millions)
28
7
35
3
3
(5
)
(5
)
26
7
33
14.
Stock-based
and Other Management Compensation Plans
22
Table of Contents
(1)
During the three months ended March 31, 2007, 45,000 stock
options were granted to certain employees.
(2)
No stock options were granted during the three months ended
March 31, 2006.
23
Table of Contents
Three Months Ended March 31, 2007
Weighted-
Weighted-
Average
Aggregate
Number of
Average
Remaining
Intrinsic
Options
Grant
Contractual
Value
(In millions)
Price in $
Term
(In $ millions)
12.5
16.81
7.0
113
27.98
(1.2
)
16.00
(0.1
)
17.21
11.2
16.89
6.6
156
7.1
17.02
6.6
98
6.2
16.11
7.3
92
15.
Income
Taxes
24
Table of Contents
25
Table of Contents
16.
Business
Segments
Chemical
Acetate
Performance
Total
Other
Products
Ticona
Products
Products
Segments
Activities
Reconciliation
Consolidated
(In $ millions)
1,042
262
223
45
1,572
59
1,631
36
36
(36
)
185
50
29
15
279
(75
)
204
34
17
7
4
62
6
68
32
6
9
47
2
49
3,021
1,607
888
375
5,891
1,996
7,887
990
231
167
49
1,437
61
1,498
25
25
(25
)
140
56
23
15
234
(104
)
130
34
16
7
4
61
5
66
21
5
16
42
1
43
3,489
1,584
711
361
6,145
1,750
7,895
17.
Transactions
and Relationships with Affiliates and Related Parties
26
Table of Contents
18.
Consolidating
Guarantor Financial Information
27
Table of Contents
Three Months Ended March 31, 2007
Parent
Non-
Guarantor
Issuer
Guarantors
Eliminations
Consolidated
(In $ millions)
1,631
1,631
(1,240
)
(1,240
)
391
391
(116
)
(116
)
(18
)
(18
)
(17
)
(17
)
(1
)
(1
)
1
1
(1
)
(1
)
239
239
201
209
18
(410
)
18
(11
)
(61
)
(72
)
14
14
5
5
201
198
215
(410
)
204
3
(63
)
(60
)
201
201
152
(410
)
144
57
57
201
201
209
(410
)
201
28
Table of Contents
Three Months Ended March 31, 2006
Parent
Non-
Guarantor
Issuer
Guarantors
Eliminations
Consolidated
(In $ millions)
1,498
1,498
(1,160
)
(1,160
)
338
338
(4
)
(134
)
(138
)
(14
)
(14
)
(17
)
(17
)
(4
)
173
169
121
127
18
(248
)
18
(10
)
(61
)
(71
)
8
8
6
6
117
117
144
(248
)
130
4
(38
)
(34
)
117
121
106
(248
)
96
21
21
117
121
127
(248
)
117
29
Table of Contents
30
Table of Contents
31
Table of Contents
Three Months Ended March 31, 2007
Parent
Non-
Guarantor
Issuer
Guarantors
Eliminations
Consolidated
(In $ millions)
3
9
12
(49
)
(49
)
(269
)
(269
)
578
578
32
32
(1
)
(1
)
46
46
(12
)
(12
)
325
325
(40
)
(40
)
11
11
(1
)
(1
)
8
8
(16
)
(8
)
(8
)
16
19
19
(8
)
(8
)
2
2
19
(36
)
(17
)
4
4
22
302
324
1
790
791
23
1,092
1,115
32
Table of Contents
Three Months Ended March 31, 2006
Parent
Non-
Guarantor
Issuer
Guarantors
Eliminations
Consolidated
(In $ millions)
(1
)
(1
)
(43
)
(43
)
27
27
(29
)
(29
)
(42
)
(42
)
(14
)
(14
)
(5
)
(5
)
(106
)
(106
)
32
32
7
7
(5
)
(5
)
(9
)
(9
)
18
9
9
(18
)
(9
)
(9
)
25
25
4
4
(78
)
(78
)
1
389
390
1
311
312
33
Table of Contents
19.
Earnings
Per Share
Three Months Ended March 31, 2007
Three Months Ended March 31, 2006
Continuing
Discontinued
Continuing
Discontinued
Operations
Operations
Net Earnings
Operations
Operations
Net Earnings
(In $ millions, except for share and per share data)
144
57
201
96
21
117
(2
)
(2
)
(3
)
(3
)
142
57
199
93
21
114
0.89
0.36
1.25
0.59
0.13
0.72
0.83
0.32
1.15
0.57
0.11
0.68
159,284,888
159,284,888
159,284,888
158,562,161
158,562,161
158,562,161
3,116,731
3,116,731
3,116,731
919,625
919,625
919,625
12,040,713
12,040,713
12,040,713
12,005,883
12,005,883
12,005,883
174,442,332
174,442,332
174,442,332
171,487,669
171,487,669
171,487,669
20.
Relocation
of Ticona Plant in Kelsterbach
21.
Environmental
34
Table of Contents
35
Table of Contents
22.
Subsequent
Events
36
Table of Contents
37
Table of Contents
Item 2.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
38
Table of Contents
Three Months Ended
March 31,
% of
March 31,
% of
2007
Net Sales
2006
Net Sales
(Unaudited)
(In $ millions)
1,631
100.0
%
1,498
100.0
%
391
24.0
%
338
22.6
%
(116
)
(7.1
)%
(138
)
(9.2
)%
239
14.7
%
169
11.3
%
18
1.1
%
18
1.2
%
(72
)
(4.4
)%
(71
)
(4.7
)%
5
0.3
%
6
0.4
%
204
12.5
%
130
8.7
%
144
8.8
%
96
6.4
%
57
3.5
%
21
1.4
%
201
12.3
%
117
7.8
%
68
4.2
%
66
4.4
%
39
Table of Contents
As of
As of
March 31,
December 31,
2007
2006
(Unaudited)
(In $ millions)
184
309
3,305
3,189
3,489
3,498
Table of Contents
41
Table of Contents
Three Months Ended
March 31,
March 31,
Change
2007
2006
in $
(Unaudited)
(In $ millions)
1,078
1,015
63
262
231
31
223
167
56
45
49
(4
)
59
61
(2
)
(36
)
(25
)
(11
)
1,631
1,498
133
1
(1
)
2
(2
)
(1
)
(1
)
(3
)
3
(1
)
(1
)
181
134
47
36
41
(5
)
29
23
6
16
17
(1
)
(23
)
(46
)
23
239
169
70
185
140
45
50
56
(6
)
29
23
6
15
15
(75
)
(104
)
29
204
130
74
34
34
17
16
1
7
7
4
4
6
5
1
68
66
2
42
Table of Contents
(a)
Includes the effects of AT Plastics and the captive insurance
companies.
(b)
Includes net sales from the APL acquisition.
Three Months Ended
March 31,
March 31,
Change
2007
2006
in $
(Unaudited)
(In $ millions)
1,078
1,015
63
0
%
3
%
3
%
0
%
181
134
47
16.8
%
13.2
%
1
(1
)
185
140
45
34
34
43
Table of Contents
Three Months Ended
March 31,
March 31,
Change
2007
2006
in $
(Unaudited)
(In $ millions)
262
231
31
9
%
(2
)%
5
%
1
%
36
41
(5
)
13.7
%
17.7
%
2
(2
)
50
56
(6
)
17
16
1
44
Table of Contents
Three Months Ended
March 31,
March 31,
Change
2007
2006
in $
(Unaudited)
(In $ millions)
223
167
56
2
%
8
%
0
%
24
%
29
23
6
13.0
%
13.8
%
(1
)
(1
)
29
23
6
7
7
Three Months Ended
March 30,
March 30,
Change
2007
2006
in $
(Unaudited)
(In $ millions)
45
49
(4
)
(11
)%
(1
)%
4
%
0
%
16
17
(1
)
35.6
%
34.7
%
15
15
4
4
45
Table of Contents
46
Table of Contents
47
Table of Contents
Remaining
2008-
2010-
2012 and
Total
2007
2009
2011
Thereafter
(In $ millions)
1,626
16
(5)
33
1,577
1,773
179
483
474
637
969
969
554
554
463
155
48
55
205
5,385
350
564
2,106
2,365
(1)
For future interest expense, we assumed no change in variable
rates. (See Note 8 for the applicable interest rates).
(2)
Does not include $3 million of premium.
(3)
Reflects the accreted value of the notes at maturity of
$124 million.
(4)
Does not include a $2 million reduction due to purchase
accounting.
(5)
Reflects the short-term debt obligation under the senior credit
facility prior to the refinancing discussed below.
48
Table of Contents
Remaining
2008-
2010-
2012 and
Total
2007
2009
2011
Thereafter
(In $ millions)
2,812
14
56
56
2,686
1,718
119
446
430
723
14
14
1
1
463
155
48
55
205
5,008
288
550
541
3,629
49
Table of Contents
50
Table of Contents
51
Table of Contents
changes in general economic, business, political and regulatory
conditions in the countries or regions in which we operate;
the length and depth of product and industry business cycles
particularly in the automotive, electrical, electronics and
construction industries;
changes in the price and availability of raw materials,
particularly changes in the demand for, supply of, and market
prices of fuel oil, natural gas, coal, electricity and
petrochemicals such as ethylene, propylene and butane, including
changes in production quotas in OPEC countries and the
deregulation of the natural gas transmission industry in Europe;
the ability to pass increases in raw material prices on to
customers or otherwise improve margins through price increases;
the ability to maintain plant utilization rates and to implement
planned capacity additions and expansions;
the ability to reduce production costs and improve productivity
by implementing technological improvements to existing plants;
increased price competition and the introduction of competing
products by other companies;
changes in the degree of patent and other legal protection
afforded to our products;
compliance costs and potential disruption or interruption of
production due to accidents or other unforeseen events or delays
in construction of facilities;
potential liability for remedial actions under existing or
future environmental regulations;
potential liability resulting from pending or future litigation,
or from changes in the laws, regulations or policies of
governments or other governmental activities in the countries in
which we operate;
changes in currency exchange rates and interest rates;
pending or future challenges to the Domination
Agreement; and
various other factors, both referenced and not referenced in
this document.
52
Table of Contents
Item 3.
Quantitative
and Qualitative Disclosures about Market Risk
Item 4.
Controls
and Procedures
53
Table of Contents
Item 1.
Legal
Proceedings
Item 1A.
Risk
Factors
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
Item 3.
Defaults
Upon Senior Securities
54
Table of Contents
Item 4.
Submission
of Matters to a Vote of Security Holders
Item 5.
Other
Information
Item 6.
Exhibits
Exhibit
3
.1
Second Amended and Restated
Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the Current Report on
Form 8-K
filed on January 28, 2005)
3
.2
Amended and Restated By-laws,
effective as of February 8, 2007 (incorporated by reference
to Exhibit 3.2 to the
Form 10-K
filed with the SEC on February 21, 2007)
4
.7
Second Supplemental Indenture,
dated as of March 21, 2007, among Crystal US Holdings 3
L.L.C., Crystal US Sub 3 Corp., Celanese Corporation, and The
Bank of New York, as Trustee (incorporated by reference to
Exhibit 4.1 to the Current Report on
Form 8-K
filed with the SEC on March 27, 2007)
4
.8
Third Supplemental Indenture,
dated as of March 21, 2007, among Celanese US Holdings LLC,
Celanese Holdings LLC, the entities set forth in the schedule
thereto, and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.2 to the Current Report on
Form 8-K
filed with the SEC on March 27, 2007)
10
.1
Second Amendment and Consent to
Credit Agreement dated as of February 9, 2007, among
Celanese Holdings LLC, BCP Crystal US Holdings Corp., Celanese
Americas Corporation, the lenders from time to time party
thereto, and Deutsche Bank AG, New York Branch, as
administrative agent (filed herewith)
10
.2
First Amendment to Purchase
Agreement dated February 28, 2007, by and among Advent Oxea
Cayman Ltd., Oxea Corporation, Drachenfelssee 520. V V GmbH,
Drachenfelssee 521. V V GmbH, Celanese Ltd., Ticona Polymers
Inc. and Celanese Chemicals Europe GmbH (filed herewith)
10
.3
Form of 2007 Deferral Agreement
between Celanese Corporation and award recipient, dated as of
April 2, 2007 (incorporated by reference to
Exhibit 10.1 to the Current Report on
Form 8-K
filed with the SEC on April 3, 2007)
10
.4
Amendment to Celanese Corporation
Deferred Compensation Plan (incorporated by reference to
Exhibit 10.2 to the Current Report on
Form 8-K
filed with the SEC on April 3, 2007)
10
.5
Form of Performance-Based
Restricted Stock Unit Agreement between Celanese Corporation and
award recipient, dated as of April 2, 2007 (incorporated by
reference to Exhibit 10.3 to the Current Report on
Form 8-K
filed with the SEC on April 3, 2007)
10
.6
Credit Agreement, dated
April 2, 2007, among Celanese Holdings LLC, Celanese US
Holdings LLC, the subsidiaries of Celanese US Holdings LLC from
time to time party thereto as borrowers, the Lenders party
thereto, Deutsche Bank AG, New York Branch, as administrative
agent and as collateral agent, Merrill Lynch Capital Corporation
as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A.,
Citibank NA, and JP Morgan Chase Bank NA, as co-documentation
agents, and Deutsche Bank AG, Cayman Islands Branch, as Deposit
Bank (incorporated by reference to Exhibit 10.1 to the
Current Report on
Form 8-K
filed with the SEC on April 5, 2007)
10
.7
Guarantee and Collateral
Agreement, dated April 2, 2007, by and among Celanese
Holdings LLC, Celanese US Holdings LLC, certain subsidiaries of
Celanese US Holdings LLC and Deutsche Bank AG, New York Branch
(incorporated by reference to Exhibit 10.2 to the Current
Report on
Form 8-K
filed with the SEC on April 5, 2007)
31
.1
Certification of Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (filed herewith).
31
.2
Certification of Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 (filed herewith).
32
.1
Certification of Chief Executive
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (filed herewith).
32
.2
Certification of Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (filed herewith).
55
Table of Contents
56
Table of Contents
By:
Title:
Chairman of the Board of Directors,
Chief Executive Officer and President
By:
Title:
Executive Vice President and
57
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-2-
-3-
BCP CRYSTAL US HOLDINGS CORP., a
Delaware corporation |
||||
By: | /s/ Judy H. Yip | |||
Name: | Judy H. Yip | |||
Title: | Assistant Treasurer | |||
CELANESE HOLDINGS LLC, a Delaware limited
liability company |
||||
By: | /s/ Judy H. Yip | |||
Name: | Judy H. Yip | |||
Title: | Assistant Treasurer | |||
CELANESE AMERICAS CORPORATION, a
Delaware corporation |
||||
By: | /s/ Judy H. Yip | |||
Name: | Judy H. Yip | |||
Title: | Assistant Treasurer | |||
DEUTSCHE BANK AG NEW YORK BRANCH, as
Administrative Agent and Lender |
||||
By: | /s/ Evelyn Thierry | |||
Name: | Evelyn Thierry | |||
Title: | Vice President | |||
By: | /s/ Paul OLeary | |||
Name: | Paul OLeary | |||
Title: | Vice President | |||
2
3
4
5
6
7
8
9
10
11
12
13
14
ADVENT OXEA CAYMAN LTD., formerly | DRACHENFELSSEE 521. V V GMBH, to be | |||||||||
known as Advent Oxo (Cayman)Limited | renamed Oxea Deutschland GmbH | |||||||||
|
||||||||||
By:
Name: Title: |
/s/ Wilhelm Plumpe
Authorized Person |
By:
Name: Title: |
/s/ Wilhelm Plumpe
Managing Director |
|||||||
|
||||||||||
OXEA CORPORATION, formerly known as | OXEA BISHOP, LLC | |||||||||
Oxo Titan US Corporation | ||||||||||
|
||||||||||
By:
Name: Title: |
/s/ Wilhelm Plumpe
Managing Director |
By:
Name: Title: |
/s/ Wilhelm Plumpe
Authorized Person |
|||||||
|
||||||||||
DRACHENFELSSEE 520. V V GMBH, to be | OXEA JAPAN KK | |||||||||
renamed Oxea Holding GmbH | ||||||||||
|
||||||||||
By:
Name: Title: |
/s/ Wilhelm Plumpe
Managing Director |
By:
Name: Title: |
/s/ Wilhelm Plumpe
Authorized Person |
|||||||
|
||||||||||
OXEA UK LTD. | ||||||||||
|
||||||||||
|
By:
Name: Title: |
/s/ Wilhelm Plumpe
Director |
CELANESE LTD. | CELANESE CHEMICALS EUROPE | |||||||||
By its General Partner, Celanese International | GMBH | |||||||||
Corporation | ||||||||||
|
||||||||||
By:
Name: Title: |
/s/ Curtis S. Shaw
Attorney In Fact |
By:
Name: Title: |
/s/ Curtis S. Shaw
Attorney In Fact |
|||||||
|
||||||||||
TICONA POLYMERS INC. | ||||||||||
|
||||||||||
By:
Name: Title: |
/s/ Gary M. Rowen
Attorney In Fact |
16
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